The five STARRS-recommended Unity slate of candidates to be on the Board of Directors of the US Air Force Association of Graduates (AOG) all won the elections in February, as well as Unity’s proposed amendments to the bylaws. The five board-elect members first regularly-schedule board meeting is in April, but they voiced their concerns about the current board selecting two members for the new board.
Below is more information and the letter they sent and following that, an email from LtGen Rod Bishop that included some comments from USAFA grads about this:
Fellow AFA Graduates,
Following through on our commitment to transparency, we are sharing below, and attached, a letter dated 3/12/25 sent to the AOG Board of Directors (BOD) by the five members elect of the BOD.
The letter registers our objections to the meeting being held without the appropriate notice per the AOG Bylaws and requests the meeting be cancelled.
Secondly, we object to the purpose of the meeting, which is for the current board – with members who lost in the election – to appoint two members to take positions on the BOD beginning with the regularly scheduled Board meeting on April 25th.
At this point we have not received any response to our letter, so we assume that the Special Meeting, although scheduled in violation of the Bylaws, will be held.
Appointing two members as Directors without due diligence as to the purpose or need reflects a disregard for the electoral process of the membership. Appointment of Directors “can be done at any time” (Bylaw Art V, Sect 2b), so there is no requirement to do so before the newly elected BOD members have been installed. It is our understanding that the current BOD may appoint one or more prior BOD members who failed to win one of the five seats available in the recent BOD election.
Without a defined intent and need for appointed members and in the absence of any necessity to make appointments prior to the new BOD being installed, the right thing to do would be to postpone this action to be a responsibility of the newly installed BOD at the next regularly scheduled board meeting in April.
Any appointment to the new BOD of a member of the current BOD who was not re-elected in the recent election, obviously would be contrary to and in defiance of the will of the AOG members expressed in the recent election. Note, like elected members, these appointees will serve four-year terms.
Further, a quorum of eleven Board members could elect the two appointees with only six votes, a simple majority quorum. Compare that number to the elected members who each received over 3,300 votes from grad participants.
We stand firm that board actions should be in accordance with our Bylaws, transparent and responsive to all AOG members.
Respectfully,
Rod Bishop, Chris Walker, Dan Bohlin, Alex Fogassy, Denny Merideth
To: Mark Hille, CEO, AFA AOG and Foundation; AFA AOG BOD Members Brian Bishop, Cathy Almand, Ginny Caine Tonneson, Glenn Strebe, Joseph Bledsoe, William “Trapper” Carpenter, John Cinnamon, Nathan Dial, Garry Dudley, Christian Evans, Hank Hoffman, Lee Krauth, Bob Lowe, Hans Mueh, Emma Przybyslawski, Jennifer Walters
From: Newly Elected AFA AOG BOD members Rod Bishop, Dan Bohlin, Alexander Fogassy, Denny Merideth, Christopher Walker
March 12, 2025
Ladies and Gentlemen,
A notice was posted on March 11, 2025, for an AOG Board of Directors (BOD) Special Meeting on March 19, 2025.
According to the posted agenda the purpose of the meeting is to “Conduct a Board election to select candidates to fill Board of Director appointed positions.”
The purpose of this letter is to object to that meeting and its purpose.
Our bottom line objections are that this meeting should not be conducted without having provided the proper notice required by the AOG bylaw Article 5, Section 7c; since that required notice was not provided, the meeting must be cancelled; no member of the BOD should be appointed instead of elected; and any appointment by a BOD should be by the new BOD recently elected by AOG members, not by the current BOD consisting of some members who were not re-elected.
A review of prior meeting minutes and previous versions of the Bylaws has been instructive but also frustrating. Of note is the improvement in meeting minutes and capturing actions over the last few years.
However, it is difficult to establish an awareness of the evolution of policies and a continuity of purpose, or absence thereof, as there are unfortunate gaps of details, including purpose and intent.
The following points make the case for the BOD not to fill the appointed positions at the March 19th meeting:
- Appointed Positions Optional: The Bylaws state that the BOD “will consist of not more than 16 Directors” and “no more than four appointed directors.” A smaller board of 9 to 14 directors can be more effective, continue to get the mission done, and operate as a cohesive team. A review of the size of the board and subject matter expert advice should be sought to determine if a reduction in size of the board is warranted.
- Timing of Appointments: Appointed directors “can be done at any time.” If, upon further analysis, appointed directors are necessary then appointments can be made at that time with due regard to purpose and mission.
- Intent of Appointed Positions: There is not an easily found logical trail to the initial intent of appointed positions leading to the current use of appointed positions.
- Snippets of comments in meeting minutes and actions appear to point to the intent of appointed positions to be founded in the idea of providing expertise to the board that may be absent from the elected directors and the board staff.
- Use of appointed positions to over-ride the election results and instead insert an additional candidate onto the BOD who AOG members voted not to re-elect is contrary to and may be viewed by AOG members as contemptuous of the will of the voters who voted the losing candidates out of office.
- A review of recent documents does not identify the skills missing from the make-up of the current board or from AOG staff. In the absence of a determined and necessary purpose for an individual appointee, no appointment should be made.
With all due respect to the current BOD and the admirable performance of the AOG staff, we request that the current BOD not meet unless and until it has published a “minimum of ten days notice” as required by AOG Bylaw Article 5, Section 7c, and that the current BOD not appoint any member of the BOD.
Further, we request that any decision to add to the BOD by appointment be made by the newly elected BOD expressing the most recent will of the AOG members, not by the outgoing BOD AOG members voted to be replaced.
If the outgoing BOD appoints any member to the new BOD, large numbers of AOG members may perceive that as an attempt by the outgoing BOD to “shape” the members of the new BOD contrary to the will of the AOG members who voted in the recent election.
That especially is true if the outgoing BOD appoints on the new BOD a member of the outgoing BOD who failed to be re-elected to the BOD in the recent election.
Very best regards,
Rod Bishop
Dan Bohlin
Alexander Fogassy
Denny Merideth
Christopher Walker
AOG BOD Members Elect
Email from Rod Bishop:
Sorry Rob–I have received no correspondence from the AOG at all on the meeting–even though a newly elected BOD member. I did receive a phone call last Tues or Wed from Mark Hille congratulating me for being elected (and a bit of a discussion on a way ahead)–but, an additional phone call from one BOD member aside, (alerting me to this upcoming BOD meeting)–I have had absolutely no contact to help you “clarify the position.”
What you say is exactly what I was thinking when I heard of the meeting and what you say certainly seems logical to me.
The Bylaws clearly don’t require this meeting from what I have read–and what may be trying to be accomplished does certainly seem to circumvent the overwhelming will of the graduate community that voted for some BIG TIME change.
While I won’t say I have been “overwhelmed”, I have received a number of inputs from grads telling me things like:
“Here is the next By-laws change that is needed. If the Board Chair, or not less than one-third of the Board Directors, can call a Special Meeting and that meeting is “not considered an open meeting” then what prevents a Chair or group of Directors to do all their business in Special session? As a minimum there should be member access to all Special meetings if the meeting is not held in person or held in Executive session. “
“The timing and agenda sure beg lots of questions. “
“The new Under Secretary AF and the new Board of Visitors should open an investigation on why the AOG is dying off.”
“Rod, really sorry to hear how the current Board is conducting this “Appointed Board Director” effort. I will save my opinions and wait to see who they appoint to confirm any suspicion that there is an effort to stack the courts.”
“Typical backroom political patronage—dishonorable and a slap in the face of the graduate community. These appointments that circumvent the alumni need to be abolished.”
“The current BOD’s attitude seems to be “we don’t have to report to you.” That is in contrast to having the attitude that they work for us AOG members.”
“Good morning to you. I think what is going on is that the existing AOG BOD, which includes some voted out of office in the recent AOG election, is trying to “shape” the voting power/majority of the new BOD by appointing to the new BOD enough members loyal to the existing BOD members to ensure the newly elected BOD members will not have majority voting power on the new BOD. Thus, the old BOD is trying to control the new BOD.”
“I think what also is going on is the existing BOD is trying to appoint one of their members voted out of office, to keep that lady on the new BOD. Again, the old BOD is trying to “shape” the composition and voting power of the new BOD.”
Again, Rob–wish I could help you–but I don’t have a clue. But I can tell you this is not the kind of transparency I think any of us want from an organization that represents “US” (the graduate community).
Lack of “transparency” has been a pet peeve of mine since –well since forever. I have been to two AOG BOD meetings in the last year plus–and have been kicked out of them both when they went into “exec session.” Three different lawyers have been in on this response to my request wanting to understand “exec sessions”:
In Colorado, the statutes and court decisions outline specific conditions under which the board of directors for a non-profit entity can enter into executive sessions.
These conditions generally include requirements for public announcements, limitations on the topics that can be discussed, and prohibitions on making formal decisions during such sessions. The statutes also emphasize transparency and the need for proper documentation of executive sessions.
- 7-128-203. Notice of meeting – rights of residential members. specifies that before convening in executive session, the board must announce the general matter of discussion. Changes to the articles of incorporation or bylaws cannot be adopted during an executive session and must be done in a regular or special meeting. The minutes must indicate that an executive session was held and its general subject matter 7-128-203. Notice of meeting – rights of residential members..
- 38-33.3-308. Meetings. allows the executive board or any committee to hold an executive session during a regular or specially announced meeting, restricting attendance to board members and invited persons. No rules or regulations can be adopted during an executive session, and the minutes must reflect that an executive session occurred and its general subject matter 38-33.3-308. Meetings..
- 24-6-402. Meetings – open to public – legislative declaration – definitions. states that an executive session can only be held during a regular or special meeting after announcing the topic and obtaining a two-thirds vote of the body. Specific exceptions apply, such as discussions about personnel policies or parole proceedings, but no final decisions can be made in executive session 24-6-402. Meetings – open to public – legislative declaration – definitions..
- 40-9.5-108. Public meetings – definition. requires the board to announce the general topic before an executive session and allows members to address the board on any matter. Minutes must be posted on the association’s website, and any action taken contrary to this section is null and void 40-9.5-108. Public meetings – definition..
- 32-22-104. Board of directors – appointment – meetings – compensation – conflicts of interest. permits advisory nonvoting members to participate in executive sessions unless the matter concerns their appointing authority. The board must conduct all business at public meetings 32-22-104. Board of directors – appointment – meetings – compensation – conflicts of interest..
- 25-29-110. Meetings of board of directors. mandates that all board meetings comply with 24-6-402. Meetings – open to public – legislative declaration – definitions., requiring a quorum and majority vote for any board action. Executive sessions can be held for considering protected documents or data 25-29-110. Meetings of board of directors..
- 24-115-106. Meetings of board – quorum – expenses. allows the board to go into executive session as permitted by 24-6-402. Meetings – open to public – legislative declaration – definitions.. Meetings must be open to the public, and records are subject to open records law 24-115-106. Meetings of board – quorum – expenses..
- C.R.S. 23-21-511 states that all board meetings must comply with section 24-6-402, requiring a quorum and majority vote for any board action 23-21-511. Meetings of board of directors..
- In The Sentinel Colorado v. Rodriguez, the court held that the announcement for an executive session must identify the topic in detail and that formal actions cannot be taken during such sessions. Non-compliance with these requirements can result in the session’s records being open to the public The Sentinel Colorado v. Rodriguez, 2023 COA 118.
- In Anzalone v. Bd. of Trs. of the Town of Del Norte, the court found that discussing a censure resolution in executive session constituted a formal action subject to the OML, and such discussions must be held in public Anzalone v. Bd. of Trs. of the Town of Del Norte, 2024 COA 18.
- In Hanover Sch. Dist. No. 28 v. Barbour, the court ruled that final policy decisions cannot be made in executive sessions, and important policy decisions must be made in public meetings Hanover Sch. Dist. No. 28 v. Barbour, 171 P.3d 223.
- In Ark. Valley Publ. Co. v. Lake Cnty. Bd. of County Comm’rs, the court concluded that discussing disciplinary actions in executive session was proper if no formal action was taken during the session Ark. Valley Publ. Co. v. Lake Cnty. Bd. of County Comm’rs, 2015 COA 100.
- In Littleton Educ. Ass’n v. Arapahoe County Sch. Dist., the court held that negotiations and policy determinations made in executive sessions violated the Public Meetings Law, even if the final vote was public Littleton Educ. Ass’n v. Arapahoe County Sch. Dist., 191 Colo. 411.
- In Bjornsen v. Bd. of Cty. Comm’rs, the court found that executive sessions must be properly noticed and convened during regular or special meetings, and any deviation from this practice violates the COML Bjornsen v. Bd. of Cty. Comm’rs, 2019 COA 59.
- In Roane v. Elizabeth Sch. Dist., the court held that any person in Colorado has standing to challenge violations of the OML, and executive sessions must be properly announced and conducted Roane v. Elizabeth Sch. Dist., 2024 COA 59.
- In Wilson v. Meyer, the court found that eavesdropping on executive sessions is a felony, and discussions in such sessions must comply with the OML Wilson v. Meyer, 126 P.3d 276.
I look forward to more transparency and more focus on what USAFA should be all about (and it is not pronouns and the social justice wars) in the days to come. Vr, Rod
ROD BISHOP
Lt Gen USAF (Ret)
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